(c) If as a result of a breach of any representation, warranty or covenant of the Lessee
contained in this Lease (i) independent tax counsel selected by Lessor and reasonably acceptable to
Lessee shall determine that Lessor is not entitled to claim on its Federal income tax return all or
any portion of the Tax Benefits with respect to the Aircraft, or (ii) any Tax Benefit claimed on
the Federal income tax return of Lessor is disallowed or adjusted by the Internal Revenue Service,
or (iii) any Tax Benefit is recalculated or recaptured (any determination, disallowance,
adjustment, recalculation or recapture being a “**Loss**”), then Lessee shall pay to Lessor, as an
indemnity and as additional rent, an amount that shall, in the reasonable opinion of Lessor, cause
Lessor’s after-tax economic yields and cash flows to equal the Net Economic Return that would have
been realized by Lessor if such Loss had not occurred. Such amount shall be payable within thirty
(30) days of written demand accompanied by a statement describing in reasonable detail such Loss
and the computation of such amount. The economic yields and cash flows shall be computed on the
same assumptions, including tax rates as were used by Lessor in originally evaluating the
transaction (**“Net Economic Return”**). If an adjustment has been made under Section 3 then the
Effective Rate used in the next preceding adjustment shall be substituted.

     (d) Lessee hereby further represents, warrants and covenants that all amounts includible in
the gross income of Lessor with respect to the Aircraft, and all deductions or credits allowable to
Lessor with respect to the Aircraft, will be treated as derived from or allocable to sources